NYSE MKT: DAKP C ORPORATE P RESENTATION M ARCH 23, 2015 WWW . - - PowerPoint PPT Presentation

WWW.DAKOTAPLAINS.COM

NYSE MKT: DAKP

CORPORATE PRESENTATION MARCH 23, 2015

Statements made by representatives of Dakota Plains Holdings, Inc. (“Dakota Plains” or the “Company”) during the course of this presentation that are not historical facts, are forward-looking statements. These statements are based on certain assumptions and expectations made by the Company which reflect management’s experience, estimates and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or anticipated in the forward-looking statements. These include risks relating to global economics or politics, our ability to obtain additional capital needed to implement our business plan, minimal operating history, loss of key personnel, lack of business diversification, reliance on strategic, third-party relationships, financial performance and results, prices and demand for oil, our ability to make acquisitions on economically acceptable terms, and other factors described from time to time in the Company’s periodic reports filed with the SEC that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Dakota Plains undertakes no obligation to publicly update any forward- looking statements, whether as a result of new information or future events.

2

FORWARD LOOKING

Ø Corporate Overview:

v Operate the Pioneer Terminal in New Town, ND transloading outbound crude and

inbound frac sand

Ø Current Environment

v

Evaluating demand for crude-by-rail vs. pipeline in lower commodity price environment

Ø December 2014 Buyout of JV Partner:

v Created value in earnings per share, EBITDA and operating cash flow per share v Fully financed with low cost debt and cash on hand v Simplified capital structure and financial reporting v Expedites further growth v Effectively mitigated exposure to the Lac Megantic incident

Ø Future Growth:

v Expanding capacity with addition of 3rd storage tank- fully funded and on schedule for

summer 2015

v Developing phased expansions toward goal of 160k bopd; timing will be dictated by

demand

Ø

FY 2015 adjusted EBITDA guidance of $23.4M 3

OVERVIEW

Dakota Plains Holdings, Inc. is an integrated midstream energy company

• perating the Pioneer Terminal with services that include outbound crude oil

storage, logistics, and rail transportation and inbound frac sand logistics. The Pioneer Terminal is located in Mountrail County, North Dakota, where it is uniquely positioned to exploit opportunities in the heart of the Bakken and Three Forks plays of the Williston Basin.

Ø NYSE-MKT: DAKP; Ø Recent closing price: $2.02 on March 18, 2015 Ø Headquarters: Wayzata, MN Ø FD Shares Outstanding: 57.8mm as of December 31, 2014 Ø Long Term and Current Debt: $48.5m; $9m of available credit as of

December 31, 2014

Ø Auditor: BDO USA, LLP Ø Transfer Agent: Interwest Transfer Co, Inc. Ø Investor Inquiries: Dan Gagnier, Sard Verbinnen & Co, (212) 687-8080

4

INFORMATION

5

Bakken Heat Map – November 14, 2014 publication

Crude By Rail Terminals

q One of 3 rail terminals not on BNSF q Only non-BNSF terminal that accepts

third party volumes

q Capacity for 5 inbound pipelines; two

connected

q Access to only Missouri River bridge

crossing for 70 miles

Location Highlights:

LOCATION

6

BUSINESS

Frac Sand Storage & Transloading Crude Oil Storage & Transloading Crude Oil Logistics & Transport

Oil Outbound Sand Inbound

TRANSFORMATION

2 Years Ago 2015

indirect investment in 3 50/50 JVs

0 operating control 26k b/d average throughput 4 ladder tracks 0 crude oil storage

$28m in debt at 12%

100% ownership and operating control

>50k b/d average throughput

2 loop tracks and 8 ladder tracks 180k bbls crude oil storage; 270k bbls

by summer

97.5k tons per quarter of frac sand

$48m debt at ≈5.5% 7

8

GOVERNANCE

ADAM KROLOFF

CHAIRMAN OF THE BOARD

GARY ALVORD

LEAD INDEPENDENT DIRECTOR

STEVEN BLANK

INDEPENDENT DIRECTOR

DAVID FELLON

INDEPENDENT DIRECTOR

CRAIG MCKENZIE

CEO & EXECUTIVE DIRECTOR

BOARD OF DIRECTORS

GABE CLAYPOOL

PRESIDENT & COO

TIM BRADY

CFO

JIM THORNTON

GENERAL COUNSEL

MANAGEMENT Board reduced to 5 directors eff. May 1, 2015

STOCKHOLDER FOCUSED

PERFORMANCE DRIVEN

9

GROWTH

Phase 4 Phase 5 Phase 6 Phase 1 Phase 2 Phase 3 2010 2017E

Tank #3 under construction; operational July 2015 $6m fully funded Loop Track #3 under evaluation $5m est. Tanks #4, #5, & loading expansion $25m est. Tank #6 & infrastructure $6m est.

k b/d oil 20 40 80 160

Oil

STRATEGIC ALTERNATIVES

Combination Acquisition Recapitalization Sale

with other company or MLP

• f strategic & accretive assets (or company)
• f debt/equity/structure

to buyer pending level of interest

Oil Sand

Opportunity Set

Destination terminals Origination terminals MLP qualified assets Debt syndication Stock buyback program Strategic merger targets Potential buyers

10

11

RAIL VS. PIPE

Sources: North Dakota Pipeline Authority (NDPA) with data through December 2014 and the Energy Information Administration (EIA)

Brent/WTI spread $/bbl

North Dakota production bbl/day

Rail Volume 58%

Pipeline Volume Pipeline Capacity

12

FOUR LADDER TRACKS = 10,000 FEET UNIMIN FRAC SAND TERMINAL 10 STATION RAIL LOADING 10 TRUCK

OFFLOAD STATIONS

180K BBLS STORAGE, 270K SUMMER 2015 TWO INBOUND

PIPELINES

HILAND, PELICAN & TARGA PIPELINE CDPS

PIONEER TERMINAL

13

q Land is owned by Dakota Plains Holdings, Inc. q Commenced operations August 2010 q Generates revenue through fee/bbls q Double loop track, each 120 car capable q 180,000 bbls of storage, third 90,000 bbls tank

expected to be completed by Summer 2015

q Third loop track and incremental storage under

consideration

q 10,000 feet of incremental ladder tracks adds

to operational efficiency

q 750 Tank cars leased at below market rates

OPERATIONS - OIL

14

q Land is owned Dakota Plains Holdings, Inc. q Commenced frac sand transloading operations

June 2014

q Generates revenue through fee/ton paid by

Unimin

q 8,500 feet of dedicated track space q 8,000 tons of storage q Track expansion and additional storage under

consideration

OPERATIONS - SAND

15 k tons per month of frac sand Actual k b/d of crude oil

2014 2015

PIONEER TRANSLOADING

PLAN

ToP vol = 49.1 kbpd

PRIORITIES

Guidance Delivery Tank #3 Construction Operations Efficiency Throughput Contracts Debt Syndication Strategic Alternatives

new customers and renewals with current customers bring outsourced operations in-house 57.5 k b/d oil; 97.5 k tons/q sand; $23.4 m EBITDA commission by July 2015 Strategy Committee process on behalf of Board SunTrust Robinson Humphrey as advisors $22.5 million due December 2015

2015

16

17

APPENDIX

18

CRUDE BY RAIL TERMINALS – END OF 2014

Dakota Plains

New Town - CP

• c. 80k bpd

3rd Party OK Storage = 180k

BOE Midstream Dickinson - BNSF

• c. 200k bpd

Belle Fourche Pipe Storage ≈ 650k Global/Basin Zap - BNSF

• c. 60k bpd

3rd Party OK Storage ≈ 140k Savage Trenton - BNSF

• c. 175K bpd

2-Gathering Lines Storage ≈ 300k Crestwood Partners Epping - BNSF

• c. 160k bpd

Beaver Lodge Pipe Storage ≈ 1.1M Hess Tioga - BNSF

• c. 140k bpd

Gathering 3rd Party ? Storage ≈ 270k Global/Basin Stampede - CP

• c. 80k bpd

No 3rd Party Storage ≈ 200k Musket Corp. Dore - BNSF 60k bpd Banner Pipeline 3rd Party OK Storage ≈ 90k Great Northern Power Development Fryburg - BNSF BakkenLink Pipeline

• c. 70k bpd

Storage ≈ 450k Plains All American Van Hook - CP

• c. 65K bpd

No 3rd Party Storage ≈ 300k Plains All American Ross – BNSF

• c. 68k bpd

Gathering Robinson Lake Pipe Storage ≈ 200k EOG Stanley - BNSF 75k bpd NO 3rd Party Storage ≈ 240k Enbridge Berthold - BNSF

• c. 80k bpd

Gathering Storage ≈ 300k

Tesoro Logistics Refinery Mandan 68k bpd

December 2014 Production ≈ 1.3M bpd Pipeline = 455k bpd Tesoro = 65k bpd Truck = 13k bpd Rail = 767k bpd

Northstar Fairview – BNSF

• c. 100k bpd

Q2 2015 Storage = 515k Phillips 66 Palermo – BNSF

• c. 80k bpd +

Q4 2015 Storage = 300k

4Q 2014 RESULTS

19

all results in $mm

4q 2014 4q 2013

Consolidated

Net Income $ (0.9) $ 0.3 EBITDA $ 1.9 $ 0.1

Oil Transloading JV

Revenue $ 7.7 $ 4.6 Income $ 2.5 $ 0.9

Sand Transloading JV (a)

Revenue $ 0.6 Income $ 0.2

Discontinued Operations

Income from Marketing JV $ 0.4 $ 1.4 Income from Trucking JV $ 0.0 $ (0.1)

(a) Commenced operations in June 2014

FY 2014 RESULTS

20

all results in $mm

FY 2014 FY 2013

Consolidated

Net Income $ (3.3) $ (1.7) EBITDA $ 3.4 $ 2.4

Oil Transloading JV

Revenue $ 26.8 $ 17.5 Income $ 6.7 $ 4.3

Sand Transloading JV (a)

Revenue $ 1.4 Income $ 0.4

Discontinued Operations

Income from Marketing JV $ ( 0.4) $ 3.0 Income from Trucking JV $ 0.6 $ 0.1

(a) Commenced operations in June 2014

EBITDA RECONCILIATION- 4Q AND FY 2014 RESULTS

21

2014 2013 2014 2013 2012 Net Income (Loss) 185,474 $ 337,304 $ 2,256,678 $ (1,725,364) $ (2,000,670) $ Add Back: Income Tax Provision (Benefit) 287,155 228,000 (854,993) (1,054,000) (1,380,541) Depreciation and Amortization 1,103,066 47,623 4,332,900 179,546 165,313 Share Based Compensation - Employees and Directors 425,993 323,152 2,330,651 2,753,817 502,604 Share Based Compensation - Consultants

• 18,574
• 299,288
• Interest Expense

1,290,173 868,775 2,793,190 3,630,950 29,211,978 Gain (Loss) on Extinguishment of Debt

• (1,726,515)
• (1,726,515)

(14,708,909) Adjusted EBITDA 3,291,861 $ 96,913 $ 10,858,426 $ 2,357,722 $ 11,789,775 $ Adjusted EBITDA Attributable to Non-Controlling Interests 1,438,636

• 7,411,785
• Adjusted EBITDA Attributable to Shareholders
• f Dakota Plains Holdings, Inc.

1,853,225 $ 96,913 $ 3,446,641 $ 2,357,722 $ 11,789,775 $

Non-GAAP Financial Measures Dakota Plains Holdings, Inc. Reconciliation of Adjusted EBITDA Three Months Ended Year Ended December 31, December 31,

EBITDA RECONCILIATION- 2015 GUIDANCE

22

(expressed in USD millions, unless otherwise indicated)

Twelve Months Ended December 31, 2015 Net Income 8.5 $ Add back: Interest Expense 7.6 $

• /w Contingent payment interest

4.2 $ Term loan and revolver interest 3.1 $ Fees / amortization associated with loans 0.4 $

Tax Provision 1.6 $ Depreciation and Amortization 4.5 $ Share Based Compensation 1.2 $ Adjusted EBITDA 23.4 $